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VetFirm Sales

How to sell a veterinary practice

To sell a veterinary practice, first choose the kind of buyer: an associate, an outside veterinarian, a corporate group or a private equity-backed group, because the buyer decides how you are paid and how long you keep practicing. Then recast your books so profit carries a fair salary for every doctor and fair rent, set a price a buyer's lender will support, and plan the registrations that do not simply pass to a buyer: DEA, premises permit and X-ray. AmeriVet, a group that buys practices, says a sale to a consolidator takes at least six to eight months, and finding an outside veterinarian can take years.

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This page is general information about how veterinary practice sales work, not legal, tax or financing advice. VetFirm Sales does not buy veterinary practices. Ownership, premises permit and medical record rules are set state by state, controlled-substance rules are both federal and state, and all of them change, so confirm how they apply to your sale with your attorney, your CPA and the buyer's lender.

1. Who buys veterinary practices, and which buyer fits you?

Four kinds of buyer take veterinary practices: one of your associates, a veterinarian from outside the practice, a corporate group and a group backed by private equity. VetFirm Sales is not one of them. A veterinarian buyer using an SBA 7(a) loan works under SBA rules; a corporate or private equity group writes its own terms.

Veterinarian buyer or corporate group: how the deal can look

Veterinarian buyer: SBA SOP 50 10 8.1 (from October 1, 2026) and Simmons & Associates. Corporate group: Mandelbaum Barrett attorneys, AAHA Trends and a VCA filing. Descriptions, not market data.
Veterinarian buyer (SBA 7(a))Corporate or private equity group
Paid withBank loan plus buyer equity (10%+ if outside buyer)Cash plus stock, notes or rollover equity
Paid laterSeller note; no earn-out allowedEarn-out or holdback
Your role afterOutside buyer: consultant only, 24 mo maxEmployment agreement, often for years
Real estateIf you own it, typically sold tooUsually leased, not bought
NoncompeteSet by state lawUsually in the employment agreement

Selling to your associate

An associate already knows your clients, their animals and your team. In AVMA's 2022 Economic State of the Veterinary Profession report, 35% of veterinarians who did not own a practice said they wanted to buy or co-own one, including 36% of associates; that is stated interest, not the ability to pay.

If you are the only owner and you sell 100% to an associate employed by the practice for at least the 24 months before the loan application, SBA SOP 50 10 8.1 lets the lender finance it as an Existing Owner Buyout. For owner buyouts the lender may reduce or eliminate the 10% equity injection if the buyer has enough liquidity and working capital. The SOP says “employed” and does not say whether an associate paid as an independent contractor counts, so ask the lender before you plan around it.

Check citizenship early. Under the same SOP, every owner and SBA-required guarantor of the buying business must be a U.S. citizen or U.S. national living in the United States, and lawful permanent residents are listed as ineligible. So an associate with a green card cannot buy you out with a 7(a) loan. The guide to selling to an associate or another veterinarian covers buy-ins and seller notes.

Selling to an outside veterinarian

Finding a veterinarian from outside the practice can take years. AAHA's Trends magazine reported in July 2024, citing Win Lippincott of Ackerman Group, that for one- and two-doctor practices a sale to another practitioner can take years, depending on location. “It's incredibly reliant on geography,” he said.

If that buyer uses a 7(a) loan, the sale is an Initial Acquisition. The buyer puts in at least 10% of total project cost, which the lender cannot reduce or waive. Earn-outs are prohibited, and you may not stay on as an officer, director, stockholder or employee, though the practice may contract with you as a consultant for up to 24 months in total. The SOP never mentions veterinarians and does not say whether consulting can include seeing patients, so confirm any work-back with the lender and your attorney before you promise clients you will stay.

Selling to a corporate group

In late 2020 the AVMA put large consolidators and national group practices at less than 25% of U.S. veterinary practices. Some are very large: Mars Veterinary Health says its Banfield brand has 1,000 hospitals and clinics in the U.S., Mexico and Canada and its VCA brand more than 1,000 in the U.S., Canada and Japan, and NVA describes a network of 1,000 general practice hospitals (both as stated on their websites in October 2026).

Simmons & Associates, an appraisal and brokerage firm, said in mid-2024 that the ideal corporate target grosses over $1.5 million, has at least three FTE veterinarians and sits in a desirable suburban area. A 2024 presentation by the law firm Mandelbaum Barrett put average corporate targets at three or more doctors grossing $1.5 million or more, and said practices with specialty services or emergency care draw more buyer interest.

Veterinary sale attorneys Peter Tanella and Eileen Funnell wrote in Today's Veterinary Business in 2024 that corporate buyers generally no longer offer simple cash deals but a mix of cash, equity, promissory notes and earn-outs. Unless you retire at closing, they wrote, the buyer will most likely require an employment agreement setting how long you stay and how many clinical hours you work, usually with a noncompete clause.

VCA's annual report for 2016, filed while Mars's purchase was pending, shows the same pattern in data now about ten years old: of $373.0 million in total consideration for the independent animal hospitals and laboratories it bought that year, not counting the CAPNA chain, $9.5 million was holdbacks, which VCA described as security for the sellers' indemnification typically payable within 12 months, and $7.3 million was earn-outs. The guide to selling a veterinary practice to a corporate buyer takes an offer apart line by line.

Selling to a private equity-backed group

Investment firms have bought into several of the groups that buy practices. TSG Consumer Partners bought a majority stake in Pathway Vet Alliance in April 2020, Gryphon Investors made a majority investment in Heartland Veterinary Partners in December 2019, and KKR agreed in December 2017 to acquire PetVet Care Centers.

Expect part of the price in equity. Mandelbaum Barrett's 2024 presentation said corporate buyers typically require the seller to take part of the price as rollover equity. AAHA's Trends magazine reported in July 2024 that consolidators offer earn-outs, cash plus stock in the parent company, and joint ventures in which the consolidator buys more than 51% but less than 90% of the practice, and that potential equity gains are more likely if the private equity group later recapitalizes. In our view, treat rollover equity as a stake whose value depends on that later sale, not as cash at the figure in the offer.

2. Recast your books so a buyer sees the real profit

Simmons & Associates' appraisers and the law firm Mandelbaum Barrett both measure profit after a fair-market salary for every doctor, you included, and fair-market rent for the building, not the net income on your tax return. Simmons' appraisers describe recasting the tax returns: the owner's salary moves up or down to fair market, and owner pay and rent are treated as operating costs.

Their worked example, labeled as assumptions for a $1,000,000 practice, pays the owner‑doctor 22% of personal production plus 3% of gross for management, and rent at 8% of the building's value. Mandelbaum Barrett's 2024 presentation uses rent of 8% to 10% of building value and owner and doctor salaries of 20% of production. The right rates for your market, species mix and role are what the buyer's appraiser will test.

Know which earnings figure you quote. Many accountants and appraisers distinguish EBITDA from “adjusted net cash flow”, the amount an owner can take out for personal use, according to Simmons' Doyle Watson, DVM. A multiple quoted on EBITDA cannot be applied to cash flow without overstating the value, which is why the page on what a practice is worth keeps them apart.

Then gather what a corporate buyer will ask for. Tanella and Funnell list what a consolidator's due diligence typically requests:

  • historical financial statements and business tax returns
  • cash-flow breakdowns and detailed revenue and expense data
  • accounts receivable, accounts payable and inventory reports
  • corporate documents, licenses, permits and contracts
  • pending legal matters, insurance policies and employee benefit plans

Their list does not name reports from your practice-management software, production by veterinarian or active client counts. Pull them anyway, and write down how each is defined. Practices count active clients differently: writing in dvm360 in 2015, the executive director of the Veterinary Hospital Managers Association called a client with a transaction in the last 12 months the industry standard, while many surveyed members used a window of 18 months or longer. State the window behind any count you hand over.

For a rough comparison, AVMA News reported that the average U.S. practice had 2.76 FTE veterinarians and $554,982 of gross revenue per FTE veterinarian in 2024, from AVMA's 2025 practice owners survey. Those are averages across practice types; they help you explain your numbers but do not set a price.

If an outside buyer or another practice uses an SBA loan (an Initial Acquisition or Business Expansion) and the business price is $3 million or more, not counting owner-occupied real estate, the lender must also get an independent quality of earnings report with a cash proof covering the trailing 12 months and the last two fiscal years; an associate's Owner Buyout is exempt. Before anyone looks, make sure the revenue in your practice-management reports ties to your bank deposits and to the gross receipts on your returns.

3. Get a valuation the buyer's lender will support

Start with the published ranges on what a veterinary practice is worth, which sets out the multiples by buyer type with their sources and dates. Then request a free valuation of your practice built on your own numbers, or estimate a range first.

Simmons & Associates says there is no general rule of thumb for practice value. Its appraisers say buyers pay for income rather than equipment, so extra or very expensive equipment does not raise the value, and that a multi-doctor practice whose associates stay after the sale is worth more than a solo practice whose seller leaves at closing. They also say corporate consolidators price practices on “investment value” rather than fair market value. In our reading, that is why a corporate offer and a private buyer's offer for the same practice can differ.

With an SBA loan, the lender's valuation caps what the buyer can borrow. Under SOP 50 10 8.1, the lender must order its own valuation from an independent, accredited appraiser (ASA, CBA, ABV, CVA or BCA) and may not use one prepared for you or for the buyer; for a business price of $350,000 or less it may value the practice itself. Total debt, including any seller note not on full standby, cannot exceed that valuation, and any price above it must be covered by equity.

The practice also has to carry the new debt on its record. SBA requires debt service coverage of at least 1.25:1 for an Initial Acquisition or Owner Buyout, measured on the last fiscal year or the average of the last two, and the lender may not rely on projections to meet it. If you own the building, the business valuation leaves out the owner-occupied real estate, which is appraised separately (step 8).

4. Share your numbers under an NDA, then sign a letter of intent

Keep the sale quiet, inside the hospital and among the practices that refer to you, until a buyer has signed a non-disclosure agreement. Mission Pet Health, a group that buys hospitals, asks sellers to sign an NDA before sending financial information, and says it typically gives a hospital valuation within 30 to 45 days of having everything it asked for. In our view, client lists, staff pay and medical records can wait until a letter of intent is signed.

The letter of intent sets the price and structure before the expensive work starts. AmeriVet, a group that acquires practices, says on its blog that the LOI is not an official contract but bars you from discussing the deal with others. Tanella and Funnell wrote in December 2023 that exclusivity is often the only potentially binding term in a consolidator's LOI, that many sales sign and close the same day so either side can walk away until then, and that more buyers had been walking away late in deals; they recommend negotiating a breakup fee.

Settle these in the letter, not after it:

  • Cash at closing, and everything paid later. One small buyer, Inspire Veterinary Partners, paid for a Pennsylvania hospital in November 2023 with $800,000 in cash, $400,000 in restricted stock and a $200,000 cash holdback that may be paid after two years, depending on the two selling veterinarians' continued employment and revenue targets; it bought the real estate separately for $590,000. Its annual report for 2023 raised substantial doubt about its ability to continue as a going concern, which shows one risk in taking part of a price in a buyer's stock.
  • Your employment. How long you stay, how many clinical hours you work and what happens if the buyer ends the arrangement early.
  • The noncompete. Its radius, its length and whether its clock starts at closing or when your employment ends (below).
  • The real estate and the lease (step 8), and receivables and inventory (step 9).

Noncompetes after the FTC rule

The FTC's nationwide noncompete rule never took effect: a federal court stopped enforcement on August 20, 2024, the FTC moved to dismiss its appeal on September 5, 2025, and it removed the rule from the Code of Federal Regulations on February 12, 2026. State law now governs, and the FTC still brings cases one at a time: in November 2025 it finalized an order requiring Gateway Services, a pet cremation company that serves veterinary clinics, to stop enforcing noncompetes against its employees.

State noncompete rules that touch veterinary sales

Summaries, not legal advice. Employment rules can reach the agreement you sign to work for the buyer. Confirm with counsel in your state.
StateRule
MarylandVeterinarian and technician employment contracts: void. Sale covenants: not addressed
UtahVeterinarian noncompetes from 5/6/2026: void unless 5%+ owner. Nonsolicits: void
CaliforniaEmployee: void. Seller of goodwill or all ownership: area covenant allowed
MinnesotaEmployee or contractor (from 7/1/2023): void. Sale of business: reasonable limits allowed

Utah's sale-of-business exception names other kinds of noncompete and not a veterinarian noncompete, so whether it protects a selling veterinarian's covenant is untested. In California, an unpublished December 2023 appeals decision, which cannot be cited as precedent there, affirmed a preliminary injunction barring a veterinarian who had sold her clinic to a national veterinary hospital company from practicing next door. Her covenant covered companion animal practice within 20 miles and ran until the later of five years after the agreement or five years after her last day employed at the clinic. A clock tied to your last day of employment can run long after closing.

5. Get through due diligence

Due diligence is where the buyer tests everything in steps 2 and 3. With a consolidator, Tanella and Funnell say, it typically includes a quality-of-earnings analysis by the buyer's accountants and the documents listed in step 2. With an SBA buyer, the lender orders its own independent valuation and, for an Initial Acquisition or Business Expansion at $3 million or more, a quality of earnings report that may not be prepared by or for you. The lender must also document that the ownership structure meets your state's requirements for a professionally licensed business.

If you own an emergency or specialty hospital, check whether the buyer is under an FTC order. FTC orders from 2022 require JAB Consumer Partners, the parent of NVA, for 10 years to get FTC approval before buying a specialty or emergency clinic within 25 miles of a JAB clinic in California or Texas (and, under its Ethos order, in Colorado, D.C., Maryland and Virginia); check the orders' current status before you rely on them. JAB must also give the FTC 30 days' written notice before buying such a clinic within 25 miles of one of its own anywhere in the U.S. when the deal is not otherwise reportable under the Hart-Scott-Rodino Act. Under an earlier 2020 order, the FTC reported, NVA filed an advance notice for a later purchase and abandoned it after FTC staff raised competition concerns. The guide to selling an emergency or specialty hospital covers these orders.

Several states require advance notice of health care transactions. New York's guidance does not mention veterinary practices; Washington's law is written for health care providers, turns on contracting with health insurance carriers and is untested for veterinary groups; Oregon's law and guidance do not mention veterinary practices; and California's notice law is written for human health care providers, with a provider list that does not name them. Have counsel for a larger group sale check each state you operate in.

6. Line up the buyer's financing: SBA 7(a) under SOP 50 10 8.1

If your buyer is an associate or another veterinarian, ask early how they will pay. Our analysis of SBA's 7(a) loan data, as of June 30, 2026, counts 312 non-cancelled loans totaling about $421.4 million to veterinary services businesses approved in fiscal year 2025, with a median loan of $618,500; those loans cover every purpose, not only practice purchases.

The rules below are from SOP 50 10 8.1, which applies to applications given an SBA loan number on or after October 1, 2026; applications submitted through September 30, 2026 stay under SOP 50 10 8.0, and the lender confirms which version governs a file in process (SBA Information Notice 5000-880695).

SBA 7(a) rules for a practice sale

SOP 50 10 8.1, effective October 1, 2026. Equity, staying-on and quality-of-earnings rows are Initial Acquisition rules (buyer not already an owner or 24‑month employee).
TermSBA rule
Largest loan$5 million, counting the buyer's affiliates
Buyer's equity10%+ of total project cost; no waiver
Seller note as equityFull standby only; up to half the required equity
Earn-outsNot allowed
You staying onConsultant only, up to 24 months in total
Debt capThe lender's independent valuation
Cash flow1.25:1 debt service coverage, no projections
Quality of earningsRequired at a $3M+ price, excluding real estate
AmortizationBusiness up to 10 years; real estate up to 25
Associate buyoutSole owner sells 100% to a 24+ month employee: equity may be reduced
Partial saleKeeping under 20%: guarantee the full loan 2+ years
OwnersU.S. citizens or nationals living in the U.S.

A standby note is money you wait for. To count as the buyer's equity it must be subordinated to the lender with no principal or interest paid for the life of the 7(a) loan, so it waits behind the bank. A seller note becomes eligible for refinancing with a 7(a) loan only after it has been in place and current, not on standby, for at least 36 months after the sale.

If you want to sell in stages, a 7(a) loan can fund a partial sale in which you stay as an owner or employee; if you keep less than 20%, you must guarantee the full loan for at least two years after final disbursement. If the buyer is an existing practice that has operated at least two full fiscal years under its current owners and buys 100% of yours, the deal may be a Business Expansion, with a 1.15:1 coverage minimum and an equity requirement the lender may reduce.

SBA's size standard for Veterinary Services (NAICS 541940) is $10.0 million in average annual receipts, and in an acquisition the buyer and your practice are measured together with the buyer's affiliates. In our reading, a large group whose receipts already exceed that standard generally cannot use a 7(a) loan to buy your practice unless it meets SBA's alternative size standard.

7. Plan the registrations and records that do not pass on their own

Your DEA registration, your state controlled-substance registration, your premises permit and your X-ray registrations are issued to you or your entity, and in the rules below none of them simply passes to a buyer. Start early, because several filings fall due before closing.

Who may own the practice

Ownership rules decide who can buy. Texas bars an entity not owned entirely by Texas-licensed veterinarians from engaging in veterinary medicine. New York bars business corporations other than professional service corporations from providing veterinary services. Florida expressly lets a non-veterinarian own and operate a veterinary establishment with a premises permit and a designated supervising veterinarian. See who can own a veterinary practice for more states.

DEA registration

Under 21 CFR 1301.52, a DEA registration ends when the registrant discontinues the practice and cannot be assigned or transferred to a buyer except with DEA's written consent. A buyer required to be registered may not handle controlled substances until DEA grants its application, so in our reading the buying veterinarian or entity should apply for its own registration for your address well before closing. To move your controlled-substance stock to the buyer:

  • Send written notice to the local DEA Special Agent in Charge at least 14 days before the transfer, in person or by registered or certified mail, naming both parties and the transfer date; the Special Agent in Charge may waive the 14 days.
  • Take a complete inventory on the transfer day; it is your final inventory and the buyer's initial one, and Schedule II drugs move on DEA Form 222 or its electronic equivalent.
  • Count opened Schedule II containers exactly; opened Schedule III to V containers may be estimated unless a container holds more than 1,000 tablets or capsules.
  • Hand over the records: you stay responsible for their accuracy before the transfer date and the buyer for keeping them, for at least two years.

Each principal place of practice where controlled substances are dispensed needs its own registration, so a group with several hospitals generally needs one per site. A registered veterinarian may still carry and dispense controlled substances at other sites, such as farm calls, in a state where they are licensed, as long as the site is not a principal place of practice.

State controlled-substance registrations

Some states add their own registration. Indiana's licensing agency says practitioners need a state Controlled Substance Registration for each location where a practitioner administers, stores or dispenses controlled substances, unless working under a facility's registration, and practitioners may apply for DEA registration once it is issued, so there the state step comes first. Ask your state's licensing agency which steps apply to you.

Premises permits

What a change of owner does to a premises permit

Rules as written, not processing times. Florida's statute is silent on transfer; Virginia ties registration to the veterinarian-in-charge. Confirm current steps with each board.
StateOn a change of owner
CaliforniaNontransferable; notify the board within 30 days after
ArizonaLicense cancelled; surrender it within 20 days
North CarolinaNotice 20 business days before; inspection before practice
MissouriReturn the permit within 30 days; new permit before services
OhioLay-controlled facility license: notify within 30 days

Arizona's board issues an initial license within 90 days of an application or reports deficiencies, and services may be performed while it is pending once the fee is paid. Florida requires a premises permit naming the owners and the responsible veterinarian, and its statute does not say whether a permit transfers on a sale. In Virginia, a change of veterinarian-in-charge voids the establishment's registration and a new application is due five days before the change.

If you are the named manager on the permit, plan your replacement. California requires a licensee manager on every registered premises; if the manager stops being responsible and no substitute is approved, the board must deny, suspend or revoke the registration.

X-ray registrations

  • Ohio: registrations are not transferable; a new owner must apply for and receive its own, at least 30 days before handling the equipment.
  • Pennsylvania: the owner registers a machine within 30 days of acquiring it and notifies the Department of Environmental Protection within 30 days of a change in owner.
  • Texas: a registration cannot be transferred without written authorization from the Department of State Health Services, so contact it about the ownership change.
  • Minnesota: the new owner must be registered before operating the X-ray equipment and must keep the previous owner's equipment-evaluation and shielding records.

Medical records and client notice

Who owns veterinary records, how long they are kept and how clients are told are set by each state's rules:

Who owns veterinary records, and for how long

Minimums in the three states listed, not a national rule. Check your own state board's rules before you hand records over.
StateOwnerKeep for
OhioThe hospital or practice proprietor3+ years after last visit
PennsylvaniaThe facility3+ years after last treatment
KentuckyThe client; the practice is custodian5 years after last encounter
  • Pennsylvania requires written notice to clients at least 30 days before a planned retirement or practice closing, saying how to get records and naming any buyer; if no notice was given, the successor must notify clients within 60 days. A departing salaried veterinarian may not copy or take records without the owner's consent.
  • Florida treats a veterinarian to whom records are transferred as a records owner. An owner who is terminating practice, retiring or relocating and will no longer be available to patients must notify clients by newspaper advertisement or in writing, offer copies and tell the board who holds the records.

The federal definition the FDA uses ties a valid veterinarian-client-patient relationship to a veterinarian who has recently seen the animals and is personally acquainted with their keeping and care. Kentucky lets a VCPR extend to another Kentucky-licensed veterinarian employed in the same registered facility who knows the case from the record. Neither says what happens to existing relationships when the practice changes hands, so ask counsel in your state before you leave.

8. Settle your staff, associates, the lease and the real estate

Staff and associates

A buyer wants the team to stay. AmeriVet, for one, lists staff committing in writing to stay among possible closing conditions. Replacing people has been slow: in a 2022 AAHA survey it took an average of more than 15 months to fill a vacant associate veterinarian role and almost 13 months to fill a credentialed technician role. In AAHA's 2023 retention survey, about 30% of veterinary professionals in clinical practice said they planned to leave their jobs. Agree with the buyer how and when your associates, technicians and client service team hear, and what each person is offered.

In some states, associates are harder to bind with a noncompete. Maryland voids noncompetes in employment contracts with licensed veterinarians and technicians, and Utah voids veterinarian noncompetes signed from May 6, 2026 unless the veterinarian owns at least 5%. AAHA's Trends magazine reported that some consolidators offer associates equity or buy-in options. Prepare a list of each associate's start date, how they are paid, whether they are employees or contractors and what covenants they signed; the employee question also decides the SBA associate buyout in step 1.

The lease and the real estate

Many owners hold the building separately. Among owners responding to AVMA's 2024 practice owners survey, 54.9% held the practice in one legal entity and the land and building in another, 24.7% owned the practice but not the property, and 19.3% held both in one entity.

Simmons & Associates says that in a private sale the real estate is typically sold with the practice, while corporate investors typically do not buy it. Mandelbaum Barrett said most corporate buyers require a fair-market lease whose rent is deducted from EBITDA and confirmed by a rent appraisal. So the rent you set as landlord comes out of the practice price. Simmons' Doyle Watson puts a fair-market return at about 7% to 10% of the property's value under a triple-net, arm's-length lease, and warns that rent eats into earnings when the property's value approaches the practice's revenue.

Keeping the building is one option: when Heartland Veterinary Partners bought Family Vet Group, a multi-site group, in July 2022, the sellers' family ownership group kept the real estate and agreed to act as Heartland's real estate partner. If you rent, AmeriVet lists bringing the lease up to date as a possible closing condition, so ask your landlord about assignment before you sign a letter of intent. With an SBA buyer, real estate bought in the same deal can be amortized over up to 25 years, against 10 for the business.

9. Close and file Form 8594

When a group of assets that makes up a business is sold, the IRS says the buyer and the seller generally must each file Form 8594 with their income tax returns, and penalties can apply if a correct form is not filed on time without reasonable cause. If you and the buyer agree in writing on the allocation, section 1060 binds you both unless the IRS determines it is not appropriate.

The form follows the residual method: cash first, then the asset classes in order, with furniture, fixtures, vehicles and equipment generally in Class V, a noncompete in Class VI, and goodwill and going concern value in Class VII taking whatever is left. Line 6 asks whether the buyer also signed a noncompete, employment, lease or management agreement with you, and its maximum consideration; if the consideration later rises or falls, a new Form 8594 with a supplemental statement is filed for each year it changes. With a corporate buyer, that means your employment agreement and your lease are disclosed on the same form as the price.

On closing day, take the DEA inventory (step 7) and settle two money items. For receivables, Tanella lists three common approaches: you keep them and the buyer collects as a courtesy or for a fee; you collect and keep them; or the buyer pays a negotiated amount and collects them. For inventory, Simmons' Watson describes the price in a fair market value appraisal and sale as including the working equipment, a reasonable going-concern amount of drug and supply inventory, and the goodwill. Count the drugs, food and retail stock that day so the purchase agreement can adjust for any difference.

Deadlines around a veterinary practice closing

DEA rows apply in every state. State rows are examples from the rules cited above; other states set their own steps. Confirm each deadline with the agency.
FilingDeadline
DEA transfer notice14+ days before, unless waived
DEA inventoryOn the transfer day
North Carolina facility notice20+ business days before
Pennsylvania client letters30+ days before retiring or closing
Ohio X-ray (new owner)Apply 30+ days before handling
Virginia new veterinarian-in-charge5 days before the change
California premisesWithin 30 days after
Arizona premises licenseSurrender within 20 days
Missouri facility permitReturn within 30 days
Pennsylvania X-rayWithin 30 days of the change

10. How is a veterinary practice sale taxed? Questions for your CPA

This is general federal information, not tax advice, and it leaves out state tax. These questions change what you keep, so raise them with your CPA before you sign a letter of intent.

  • Am I selling assets or the entity? The IRS says selling a business is usually treated as a sale of each of its assets separately, with gain or loss figured asset by asset, while an owner who sells the stock of a corporation instead usually realizes capital gain or loss.

    In Census data reported by the AVMA, corporations, including owner-run S‑corporations, remain the largest legal form for practices, and individual proprietorships fell to 9.9% of practices in 2022. Whether a buyer can take your shares also depends on your state's ownership rules (step 7).

  • How will the price be allocated? The Form 8594 classes in step 9 are tax categories, not how a buyer values the practice, and each is taxed differently. The buyer amortizes purchased goodwill, customer-based intangibles and a noncompete over 15 years, which is the buyer's side of the question; ask your CPA how each class is taxed to you.
  • How much depreciation recapture is in my equipment? The IRS treats gain on depreciated equipment as ordinary income, not capital gain, up to the depreciation and amortization allowed or allowable on it; only gain above that is section 1231 gain. By our application of that rule, it covers imaging, anesthesia, surgical, laboratory and dental units, and the amount turns on the price allocated to them.
  • If I carry a note, can I report the gain as I am paid? Possibly: a sale is an installment sale when at least one payment arrives after the year of sale, but depreciation recapture is reported in full in the year of sale, and inventory cannot use the installment method (IRS Publication 537). Our inference from those rules: on an SBA full-standby note, you could owe tax on equipment recapture for the year of closing long before the note pays anything.
  • Do I have personal goodwill? In Howard v. United States (9th Cir. 2011, an unpublished memorandum that is not precedent), a dentist who practiced through his own professional corporation under an employment contract and a noncompete with it could not treat the goodwill from selling his practice as his personal asset. No veterinary case on the point turned up in our research.

    By contrast, in Martin Ice Cream Co. v. Commissioner (Tax Court, 1998), a case about an ice cream distributor, a shareholder's personal customer relationships were not his corporation's assets because he never signed a noncompete or even an employment agreement with it. If you own your practice through a corporation, ask your CPA and attorney whether the agreements you signed with it bear on your sale.

  • How is equity in the buyer taxed? If part of the price comes as stock or rollover equity, ask how and when it is taxed; none of the IRS pages cited here answers that for a particular deal.

What changes for mixed, large-animal and equine practices?

The pool of buyers is smaller. The AVMA counted 5,909 veterinarians in mixed practice, 4,144 in equine practice and 3,285 in food animal practice in 2025, against 75,136 in companion animal practice. Simmons & Associates calls salability fragile for rural practices, large-animal and mixed-animal practices and those grossing under $700,000; fragile is not unsellable, and the firm describes mergers and associate buy-ins as exits for them. Start earlier than a small animal owner would.

  • Equine buyers. Equine practice consultant Amy Grice, VMD, MBA, wrote in EquiManagement in January 2026 that selling to an associate is still the most common exit for small equine practices and that most large equine referral practices are now owned by global corporations. She wrote that a retiring solo practitioner selling a client list usually receives a declining share of the buyer's revenue from those clients over three years, for example 15%, 10% and 5% of the seller's average EBITDA; her percentages are an example, and negotiable.
  • Client loyalty and a successor. At the 2022 AAEP Convention, Dr. Andrew Clark listed client loyalty to the owner rather than the practice, no identified successor veterinarian, poor financial policies with high receivables, and weak inventory management as risks that lower an equine practice's value to corporate buyers. At another AAEP convention session, consultant Mike Pownall, DVM, MBA, said one- and two-doctor equine practices carry more risk and lower value.
  • Haul-in facilities. Grice wrote in November 2025 that facility and equipment costs typically run 6% to 8% of revenue for ambulatory equine practices and 9% to 11% for practices with haul-in facilities, so a haul-in facility has to be used regularly to pay for itself. Expect a buyer to ask how often yours is used.
  • Ambulatory work. In our reading of the transport rule in step 7, a registered veterinarian can make farm and barn calls in a state where they are licensed without a separate DEA registration for each site. Florida exempts practitioners who serve only agricultural animals, and house-call practitioners without an establishment, from its premises permit. Trucks and vehicle-mounted units generally go into Class V on Form 8594 with the rest of the equipment.
  • Food animal records. A veterinary feed directive must be issued within a VCPR, and the veterinarian, the distributor and the client each keep a copy for two years. In our view, a buyer of a food animal practice will want to see those records and how the VCPRs behind them are documented.
  • Receivables. If you bill farm and stable clients on account, settle who collects pre-closing balances in the letter of intent (step 9).
  • Rural financing. For 7(a) loans approved from October 1, 2026 through September 30, 2027, SBA charges no upfront guaranty fee on loans of $700,000 or less to businesses in a rural area, which SBA defines as a county the Census Bureau counts as at least 30% rural.

How long does it take to sell a veterinary practice?

Plan in months for a sale to a corporate group, and possibly years to find an outside veterinarian for a one- or two-doctor practice. The figures below are two buyers describing their own process and one trade magazine's report, not industry averages.

How long a veterinary practice sale takes, by measure

Each row is one buyer's description of its own process or one trade magazine's report. None is a measured industry average.
MeasureTimeSource
Corporate sale, start to closeAt least 6 to 8 monthsAmeriVet
Letter of intent to closing3 to 4 monthsAmeriVet
Valuation, once it has your data30 to 45 daysMission Pet Health
Closing, once you choose it90 to 120 daysMission Pet Health
Finding an outside veterinarian buyerCan take yearsAAHA Trends

Add time for anything that waits on a regulator: the buyer's own DEA registration, a premises permit (Arizona allows its board 90 days for an initial license), North Carolina's 20 business days' notice and inspection, and Ohio's 30‑day X‑ray application (steps 7 and 9). If you plan to sell to an associate with an SBA loan, the 24‑month employment test for an Existing Owner Buyout sets the earliest date for a recent hire.

Sources

All sources accessed October 27, 2026.

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  2. Today's Veterinary Business, Legal Lingo: Navigating a Corporate Takeover, May 21, 2024
  3. Simmons & Associates, Unraveling the Mystery of Practice Appraisals, Published March 19, 2024
  4. Office of the Federal Register / National Archives, 21 CFR 1301.52 Termination of registration; transfer of registration; distribution upon discontinuance of business, eCFR current as of October 23, 2026
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